Braemont Capital Management LLC

Item 5: Fees and Compensation

FEE SCHEDULES
In consideration of our advisory services, we and/or certain of our affiliates generally are or may be entitled to receive
management fees and/or carried interest distributions with respect to each client. Investors should carefully review
the offering and governing documents of each client for a description and overview of the fees and expenses applicable
to it. Nevertheless, an overview of our expected fee schedule with respect to each client is set forth below:
Management Fees. We are entitled to receive a management fee from or with respect to each client in accordance
with the terms and conditions set forth in the applicable governing and/or offering documents. Except as otherwise
determined or agreed by us and any particular investor, the management fee with respect to each investor in a fund
(other than our affiliates and such other designated persons) generally is equal to two percent (2%) per annum of each
investor’s (i) aggregate investment contributions made (or payable to a client pursuant to capital call notices then
issued or to be issued to repay indebtedness incurred by such client and used to fund an investment), less (ii) the
aggregate amount of investment contributions with respect to the portion of each investment that has been disposed
of or completely written-off for U.S. federal income tax purposes, determined as of the beginning of each calendar
quarter, provided that investments (other than syndications) in a portfolio company will be treated as having been
disposed of or completely written off for U.S. federal income tax purposes only to the extent that, as of the date of
any such disposition or write-off, the aggregate fair market value of all remaining client investments (excluding
syndications) in such portfolio company is less than such client’s aggregate investment contributions made with
respect to such portfolio company. In connection with the foregoing, the general partner shall be permitted to take
into account those factors as it deems relevant in its sole discretion, including the aggregate value and liabilities of all
remaining investments in such portfolio company; it being understood that such determination of value of an
investment for this purpose may be different than the determination of such investment’s value as determined by the
governing documents or the value of such investment for purposes of the U.S. Internal Revenue Code of 1986, as
amended.
Notwithstanding the foregoing and subject to the applicable offering and/or governing documents, the management
fee we receive from a fund generally will be reduced (but not below zero), without duplication, by an amount equal
to 100% of a fund’s allocable share or portion of any (i) transaction fees received by us, the general partner and
affiliates thereof and their respective employees or personnel from a portfolio company in respect of the applicable
fund’s investment therein or divestment thereof, (ii) break-up or similar fees paid to us, the general partner and
affiliates thereof and personnel with respect to transactions not completed or consummated, and (iii) monitoring,
oversight, directors, financial advisory and other similar fees received by us, the general partner and affiliates thereof
and their respective employees or personnel with respect to any investment, that are attributable to investors who are
subject to the management fee, in each case, net of certain costs and expenses, as set forth in the applicable offering
and/or governing documents (collectively, “transaction fees”); provided, however, such transaction fees will not
include, in any event, any amounts received by us, the general partner or any of our employees or personnel, any
operating partner, strategic partner or consultant or any other person from or in respect of a portfolio investment or
prospective investment (a) as reimbursement for expenses and costs related to such transaction, portfolio investment
or prospective investment, (b) as payment or compensation for services provided to any portfolio company in the
ordinary course of the portfolio company’s business, (c) as compensation or remuneration or payment for services
provided or performed by us, the general partner or any other person as an employee of or in a similar capacity for
such portfolio company, (d) as fees or compensation for services rendered or products sold or licensed by an operating
partner, strategic partner or consultant to a portfolio company or prospective investment, or (e) any other amounts
approved or consented to by the advisory committee of a fund. For the avoidance of doubt, any fees, compensation,
remuneration, costs and/or reimbursement of expenses received by any operating partner, strategic partner, industry
board or consultant or allocable or deemed to be attributable to any successor fund, co-investor, or other client or
investor or other third party (as determined by the general partner in its sole discretion), will not result in any reduction
in or offset to the management fees payable by a fund or any investor and such persons will be entitled to retain such
fees, costs, expenses and amounts. Subject to the applicable offering and/or governing documents, the management
fee we receive from a co-investment vehicle generally will not be reduced by, or subject to any offset as a result of,
any transactions fees received by us, the general partner or any of our employees or personnel, any operating partner,
strategic partner or consultant or any other person from or in respect of a portfolio investment or prospective
investment.
Any transaction fees with respect to a portfolio company or potential portfolio company (including with respect to an
unconsummated transaction) shall be allocated to a client (and offset against the management fee) only to the extent

of such client’s relative ownership (or anticipated ownership) of such portfolio company or potential portfolio
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TYPES OF CLIENTS
We provide investment management, portfolio management, advisory and other services with respect to pooled
investment vehicles and related vehicles. We may in the future provide or perform investment advisory services with
respect to additional pooled investment vehicles and other types of clients.
ACCOUNT REQUIREMENTS
The minimum initial capital commitment generally required for an investor in a client will be between $1,000,000 and
$5,000,000; provided that capital commitments of lesser amounts may be accepted by the general partner of a client
in its discretion.
Each investor in a client generally will be required to represent that it is, among other things, an “accredited investor,”
as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”).
Each investor in a client generally will also be required to represent that it is also, among other things, a “qualified
purchaser” (as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended) or a
“knowledgeable employee” of Braemont Capital.